Disposal of 49.1% equity interest in Lighthouse - Gold Peak ...

Under the Agreements, GP Technologies agreed to sell to Linkz and Linkz had agreed to
purchase from GP Technologies the GP Sale Shares for a cash consideration of HK$109
million whereas Burgess agreed to sell to Linkz and Linkz had agreed to purchase from
Burgess the Burgess Sale Shares for a cash consideration of HK$71 million.
The following is a summary of the principal terms of the Agreements.
AGREEMENTS
Date
25 May 2009
Parties
(i)
(ii)
(iii)
(iv)
GP Technologies Limited as vendor of the GP Sales Shares;
Burgess Investments Limited as vendor of the Burgess Sale Shares;
Linkz Industries Limited as purchaser of the GP Sale Shares and the Burgess Sale
Shares; and
Lighthouse Technologies Limited.
Assets to be disposed of
(i)
(ii)
GP Sale Shares; and
Burgess Sale Shares.
Consideration
The aggregate consideration for the disposal of the Sale Shares is HK$180 million payable in
cash by Linkz on Completion.
The consideration for the disposal of the GP Sale Shares is HK$109 million whereas the
consideration for the disposal of the Burgess Sale Shares is HK$71 million.
The consideration was arrived after arm’s length negotiation between the parties, having
regard to the assets and liabilities of Lighthouse, the recent financial performance of
Lighthouse and market environment.
Conditions
Completion of the Agreements is conditional upon fulfillment of, among other things, the
following conditions: -
(i)
(ii)
the approval of shareholders of the Company having been obtained at a duly
convened shareholders’ meeting of the Company approving the Agreements and the
transactions contemplated therein; and
the approval of shareholders of GP Industries having been obtained at a duly
convened shareholders’ meeting of GP Industries approving the Agreements and the
transactions contemplated therein.
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